Obligation Teslan Inc 1.25% ( US88160RAC51 ) en USD

Teslan Inc

100 % ▲

Etats-unis

US88160RAC51 ( en USD )

1.25% par an ( paiement semestriel )

28/02/2021 - Obligation échue

Prospectus brochure de l'obligation Tesla Inc US88160RAC51 en USD 1.25%, échue

1 000 USD

1 380 000 000 USD

88160RAC5

BB- ( Spéculatif )

N/A

Tesla, Inc. est une entreprise américaine de véhicules électriques, d'énergie solaire et de stockage d'énergie.

L'Obligation émise par Teslan Inc ( Etats-unis ) , en USD, avec le code ISIN US88160RAC51, paye un coupon de 1.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2021
L'Obligation émise par Teslan Inc ( Etats-unis ) , en USD, avec le code ISIN US88160RAC51, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-188625
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount
Offering
Aggregate
Amount of
To Be
Price per
Offering
Registration
Title of Each Class of Securities to be Registered

Registered

Unit

Price(3)

Fee(3)
0.25% Convertible Senior Notes due 2019

$920,000,000(1)
100%
$920,000,000
$118,496
1.25% Convertible Senior Notes due 2021

$1,380,000,000(2)
100% $1,380,000,000
$177,744
Common Stock, $0.001 par value per share

(4)

--

--(4)

--(5)

(1)
Includes 0.25% Convertible Senior Notes due 2019 that may be purchased by the underwriters pursuant to their option

to purchase additional 0.25% Convertible Senior Notes due 2019 to cover over-allotments, if any.
(2)
Includes 1.25% Convertible Senior Notes due 2021 that may be purchased by the underwriters pursuant to their option

to purchase additional 1.25% Convertible Senior Notes due 2021 to cover over-allotments, if any.

(3)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act").
(4)
Includes an indeterminate number of shares of common stock issuable upon conversion of the convertible senior notes
at the initial conversion price of approximately $359.87 per share of common stock. Pursuant to Rule 416 under the

Securities Act, such number of shares of common stock registered hereby shall include an indeterminate number of
shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar
event.
(5)
Pursuant to Rule 457(i), there is no additional filing fee with respect to the shares of common stock issuable upon

conversion of the convertible senior notes because no additional consideration will be received in connection with the
exercise of the conversion privilege.
Table of Contents

Prospectus Supplement to Prospectus dated May 15, 2013

Tesla Motors, Inc.
$800,000,000
0.25% Convertible Senior Notes due 2019
$1,200,000,000
1.25% Convertible Senior Notes due 2021
Interest payable March 1 and September 1

We are offering $800,000,000 principal amount of our 0.25% Convertible Senior Notes due 2019 (the "2019 notes") and $1,200,000,000 principal amount of our
1.25% Convertible Senior Notes due 2021 (the "2021 notes" and, together with the 2019 notes, the "notes"). The 2019 notes will bear interest at a rate of 0.25% per year
and the 2021 notes will bear interest at a rate of 1.25% per year, each payable semiannually in arrears on March 1 and September 1 of each year, beginning on
September 1, 2014. The 2019 notes will mature on March 1, 2019 and the 2021 notes will mature on March 1, 2021.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2018 (in the case
of the 2019 notes) or December 1, 2020 (in the case of the 2021 notes) only under the following circumstances: (1) during any calendar quarter commencing after the
calendar quarter ending on June 30, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days
(whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or
equal to 130% of the conversion price for such series of notes on each applicable trading day; (2) during the five business day period after any five consecutive trading
day period (the "measurement period") in which the trading price (as defined below) per $1,000 principal amount of such series of notes for each trading day of the
measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day;
or (3) upon the occurrence of specified corporate events. On or after December 1, 2018 (in the case of the 2019 notes) or December 1, 2020 (in the case of the 2021
notes) until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders may convert their notes at any time.
Upon conversion of 2019 notes, we will deliver cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as
described in this prospectus supplement. Upon conversion of 2021 notes, we will deliver cash and, if applicable, shares of our common stock (subject to our right to
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deliver cash in lieu of such shares of our common stock), as described in this prospectus supplement.
The conversion rate with respect to the 2019 notes will initially be 2.7788 shares of common stock per $1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $359.87 per share of common stock). The conversion rate with respect to the 2021 notes will initially be 2.7788 shares of common
stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $359.87 per share of common stock). The conversion rates will be
subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the
applicable maturity date, we will increase the applicable conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain
circumstances.
We may not redeem either series of notes prior to the applicable maturity date.
If we undergo a fundamental change, holders may require us to purchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount
of the notes to be purchased, plus accrued and unpaid interest to, but not including, the fundamental change purchase date.
The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of
payment to the notes, will rank equally in right of payment with any of our unsecured indebtedness that is not so subordinated, will be effectively junior in right of payment
to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other
liabilities (including trade payables) of our subsidiaries.
We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our common stock is listed on The NASDAQ
Global Select Market under the symbol "TSLA". The last reported sale price of our common stock on the NASDAQ Global Select Market on February 27, 2014 was
$252.54 per share.
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page S-11 of this prospectus supplement and page 6 of the accompanying
prospectus for a discussion of certain risks that you should consider in connection with an investment in the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per 2019 Note
Total

Per 2021 Note
Total

Public offering price(1)

$
1,000.00
$800,000,000
$
1,000.00
$1,200,000,000
Underwriting discounts and commissions(2)

$
15.00
$ 12,000,000
$
15.00
$
18,000,000
Proceeds, before offering expenses, to us

$
985.00
$788,000,000
$
985.00
$1,182,000,000
(1) Plus accrued interest, if any, from March 5, 2014.
(2)
We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."
We have granted the underwriters options to purchase, exercisable within a 30-day period beginning on, and including, the date of this prospectus supplement, up to
an additional $120,000,000 principal amount of 2019 notes and up to an additional $180,000,000 principal amount of 2021 notes, in each case solely to cover over-
allotments, if any.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about March 5, 2014.

Goldman, Sachs & Co.

Morgan Stanley
J.P. Morgan

Deutsche Bank Securities
Prospectus Supplement dated February 27, 2014
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
S-iii
SUMMARY
S-1
SUMMARY CONSOLIDATED FINANCIAL DATA
S-9
RISK FACTORS
S-11
USE OF PROCEEDS
S-22
DESCRIPTION OF NOTES
S-23
DESCRIPTION OF CONVERTIBLE NOTE HEDGE AND WARRANT TRANSACTIONS
S-57
DESCRIPTION OF COMMON STOCK
S-59
PRICE RANGE OF COMMON STOCK
S-63
DIVIDEND POLICY
S-63
CAPITALIZATION
S-64
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-66
UNDERWRITING
S-75
LEGAL MATTERS
S-81
EXPERTS
S-81
INFORMATION INCORPORATED BY REFERENCE
S-82
Prospectus

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Page
SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES

3
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

4
WHERE YOU CAN FIND MORE INFORMATION

5
RISK FACTORS

6
USE OF PROCEEDS

7
DESCRIPTION OF THE SECURITIES

8
PLAN OF DISTRIBUTION

9
LEGAL MATTERS

11
EXPERTS

11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

12
Unless we have indicated otherwise, references in this prospectus supplement and the accompanying prospectus
to "Tesla," "we," "us," "our" and similar terms refer to Tesla Motors, Inc. and its subsidiaries.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not,
making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. You should
not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by
reference is accurate or complete as of any date other than the date of the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that date.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering
and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more
general information. You should not consider any information in this prospectus supplement or the accompanying prospectus to be
investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business,
financial and related advice regarding the purchase of the notes offered by this prospectus supplement. If the description of the
offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
contained in this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the notes offered
by this prospectus supplement. This prospectus supplement, filed as part of the registration statement, does not contain all the
information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted
by the rules and regulations of the SEC. For further information about us, we refer you to the registration statement and to its
exhibits and schedules.
We file annual, quarterly and current reports and other information with the SEC. You may read and copy any materials we
file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information about the Public Reference Room. The SEC also maintains an internet website at www.sec.gov that contains
periodic and current reports, proxy and information statements, and other information regarding registrants that are filed
electronically with the SEC.
These documents are also available, free of charge, through the Investors section of our website, which is located at
www.teslamotors.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the
accompanying prospectus and you should not consider information on our website to be part of this prospectus supplement or the
accompanying prospectus.

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Table of Contents
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated or deemed to be
incorporated by reference into this prospectus supplement and the accompanying prospectus, may include forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. All statements other than statements of historical facts contained in this prospectus supplement
and the accompanying prospectus, including statements relating profitability and free cash and cost reduction efforts; statements
relating to the progress we are making with respect to product development (including Model X and our third generation car), China
and right hand drive market launch expectations, schedule for the introduction of future options and variants, quality improvements,
delivery and volume expectations of Model S; the ability to achieve vehicle demand, volume, production, revenue, gross margin,
spending, profitability and cash flow targets; future store, service center and Tesla Supercharger expected costs, openings and
expansion plans, and Tesla Gigafactory development plans, production capacity, cost savings, costs and timeline are "forward-
looking statements" that are subject to risks and uncertainties. These forward-looking statements are based on management's
current expectations, and as a result of certain risks and uncertainties actual results may differ materially from those projected.
These forward-looking statements are based on management's current expectations, and as a result of certain risks and
uncertainties, actual results may differ materially from those projected. The following important factors, without limitation, could
cause actual results to differ materially from those in the forward-looking statements: our future success depends on our ability to
design and achieve market acceptance of new vehicle models, specifically Model X and Gen III; the risk of delays in the
manufacture, production and delivery ramp of Model S vehicles; the ability of suppliers to meet quality and part delivery
expectations at increasing volumes; our ability to continue to reduce or control manufacturing and other costs; consumers'
willingness to adopt electric vehicles; competition in the automotive market generally and the alternative fuel vehicle market in
particular; our ability to establish, maintain and strengthen the Tesla brand; our ability to manage future growth effectively as we
rapidly grow, especially internationally; the unavailability, reduction or elimination of governmental and economic incentives for
electric vehicles; our ability to establish, maintain and strengthen its relationships with strategic partners such as Daimler, Toyota
and Panasonic; our ability to execute on its retail strategy and for new store, service center and Tesla Supercharger openings; and
difficulties in finding a suitable Tesla Gigafactory site, obtaining required permits, negotiating terms with technology and other
partners, maintaining implementation schedules and output and cost estimates for the Tesla Gigafactory. We disclaim any
obligation to update information contained in these forward-looking statements whether as a result of new information, future
events, or otherwise, except as required by law.
More information on potential factors that could affect our financial results is included from time to time in our SEC filings and
reports, including the risks identified under the section captioned "Risk Factors" in our periodic reports on Form 10-K and Form 10-
Q that we file with the SEC. We disclaim any obligation to update information contained in these forward-looking statements
whether as a result of new information, future events, or otherwise.
Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law, you are advised to consult any additional disclosures we make in
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See
"Where You Can Find More Information."

S-iii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference. This summary sets forth the material terms of this offering, but does not contain
all of the information you should consider before investing in our notes. You should read carefully this entire prospectus
supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment decision to purchase our notes, especially the
risks of investing in our notes discussed in the section entitled "Risk Factors" in this prospectus supplement as well as the
consolidated financial statements and notes to those consolidated financial statements incorporated by reference into this
prospectus supplement and the accompanying prospectus.
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TESLA MOTORS, INC.
Overview
We design, develop, manufacture and sell high-performance fully electric vehicles and advanced electric vehicle
powertrain components. We have established our own network of sales and service centers and Supercharger stations globally
thus creating a unique business model in the automobile industry. We have operationally structured our business in a manner
that we believe will enable us to rapidly develop and launch advanced electric vehicles and technologies. We believe our
vehicles, electric vehicle engineering expertise, and operational structure differentiates us from incumbent automobile
manufacturers.
We are currently producing and selling our second vehicle, the Model S sedan. Model S is a four door, five-passenger
premium sedan that offers exceptional performance, functionality and attractive styling. The Model S inherited many of the
electric powertrain innovations we introduced with our first vehicle, the Tesla Roadster which was launched in 2008 and was
the first commercially produced and federally compliant EV in the United States. We completed production of approximately
2,500 Tesla Roadsters in January 2012 and began deliveries of Model S in June 2012. As of December 31, 2013, we have
delivered over 25,000 Model S vehicles in North America and Europe. In 2014, we expect to grow our presence in several
international markets with deliveries to commence in China, Japan, the United Kingdom and Australia. Since its launch, Model
S has won several awards, including the prestigious Motor Trend Car of the Year for 2013. In November 2013, Model S
received 99 out of 100 in an owner survey conducted by Consumer Reports, the highest customer satisfaction score of any car
in the world. Our goal is to deliver the highest possible level of ownership satisfaction in every way.
We are adapting the platform architecture of Model S to develop our Model X crossover. This unique vehicle has been
designed to fill the niche between the roominess of a minivan and the style of an SUV, while having high performance features
such as a dual motor all-wheel drive system. We revealed a prototype of Model X in February 2012. We currently expect to
have production design Model X prototypes on the road by end of year and begin volume deliveries to customers in the spring
of 2015. We have also publicly announced our intent to develop a third generation electric vehicle, to which we refer as "Gen
III", which we intend to offer at a lower price point and produce at higher volumes than our Model S in approximately three
years.
We are also building a network of Superchargers in the United States and Europe to enable free and convenient long
distance driving. Superchargers allow Model S owners to replenish 50% of the battery pack in as little as 20 minutes.
Supercharger stations are strategically placed along well-

S-1
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travelled highways to allow Model S owners to enjoy long distance travel with convenient, minimal stops. As of February 19,
2014, we had 90 Supercharger stations open in North America and Europe. We plan to continue to open Supercharger stations
in these regions as well as in Asia during 2014 and expect to triple our Supercharger stations during 2014. We expect that
Model X and our future cars will be able to use this network.
We sell and service our electric vehicles through our company-owned sales and service network in North America,
Europe and Asia. Our intent is to offer a compelling customer experience while gathering rapid customer feedback and
achieving operating efficiencies, better control over the costs of inventory, warranty service, pricing, and the development of the
Tesla brand. Our Tesla stores do not carry large vehicle inventories and, as a result, do not require corresponding large floor
spaces. We believe the benefits we receive from distribution ownership will enable us to improve the speed of product
development and improve the capital efficiency of our business. We believe that this approach provides us with a competitive
advantage as compared to incumbent automobile manufacturers.
In addition to developing our own vehicles, we provide services for the development of full electric powertrain systems
and components, and sell electric powertrain components to other automotive manufacturers. We have provided development
services and powertrain components to Daimler AG (Daimler) for its Smart fortwo, A-Class, and B-Class electric vehicles. We
also have developed a full electric powertrain system for Toyota Motor Corporation (Toyota) for use in its RAV4 EV and began
shipping production components to Toyota in 2012. We also plan to start selling stationary energy storage products for use in
homes, commercial sites, and utilities. The applications for these battery systems include backup power, peak demand
reduction, demand response, and wholesale electric market services.
We conduct our powertrain and vehicle manufacturing and assembly operations at the Tesla Factory, our integrated
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manufacturing facility in Fremont, California, and at our facility in Tilburg, Netherlands. We have recently indicated our intention
to build the Tesla Gigafactory, a facility in the United States where we intend to manufacture cells and battery packs for our
vehicles and our stationary storage applications.
We were incorporated in 2003 in Delaware. As of December 31, 2013, we had 5,859 full-time employees worldwide. We
are headquartered in Palo Alto, California. Our principal executive offices are located at 3500 Deer Creek Road, Palo Alto,
California 94304, and our telephone number at this location is (650) 681-5000. We completed our initial public offering in
July 2010 and our common stock is listed on the Nasdaq Global Select Market under the symbol "TSLA." Our website address
is www.teslamotors.com. Information contained on our website is not incorporated by reference into this prospectus supplement
or the accompanying prospectus and you should not consider information on our website to be part of this prospectus
supplement or the accompanying prospectus.
The "Tesla" design logo, "Tesla," "Tesla Motors," "Tesla Roadster," "Model S," "Model X" and other trademarks or service
marks of Tesla appearing in this prospectus supplement and the accompanying prospectus are the property of Tesla.

S-2
Table of Contents
THE OFFERING

Issuer
Tesla Motors, Inc., a Delaware corporation

Securities
$800,000,000 aggregate principal amount of 0.25%
Convertible Senior Notes due 2019 (plus up to an additional
$120,000,000 principal amount of additional 2019 notes that
our underwriters have the option to acquire from us).

$1,200,000,000 aggregate principal amount of 1.25%
Convertible Senior Notes due 2021 (plus up to an additional

$180,000,000 principal amount of additional 2021 notes that
our underwriters have the option to acquire from us).

Issue price
100% plus accrued interest, if any, from March 5, 2014.

Maturity
The 2019 notes will mature on March 1, 2019, unless earlier
purchased or converted.

The 2021 notes will mature on March 1, 2021, unless earlier

purchased or converted.

Interest
The 2019 notes will bear interest at a rate of 0.25% per year.
The 2021 notes will bear interest at a rate of 1.25% per year.

Interest will accrue from March 5, 2014 and will be payable

semiannually in arrears on March 1 and September 1 of
each year, beginning on September 1, 2014.

We will pay additional interest, if any, at our election as the
sole remedy relating to the failure to comply with our

reporting obligations as described under "Description of
Notes--Events of Default".

Conversion rights
Holders may convert their notes at their option prior to the
close of business on the business day immediately
preceding December 1, 2018 (in the case of the 2019 notes)
or December 1, 2020 (in the case of the 2021 notes) in
multiples of $1,000 principal amount, only under the following
circumstances:

· during any calendar quarter commencing after the
calendar quarter ending on June 30, 2014 (and only
during such calendar quarter), if the last reported sale

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price of the common stock for at least 20 trading days
(whether or not consecutive) during a period of 30
consecutive trading days ending on the

S-3
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last trading day of the immediately preceding calendar
quarter is greater than or equal to 130% of the

conversion price for such series of notes on each
applicable trading day;

· during the five business day period after any five
consecutive trading day period (the "measurement
period") in which the "trading price" (as defined under
"Description of Notes--Conversion Rights--Conversion
upon Satisfaction of Trading Price Condition") per $1,000

principal amount of such series of notes for each trading
day of the measurement period was less than 98% of the
product of the last reported sale price of our common
stock and the applicable conversion rate on each such
trading day; or

· upon the occurrence of specified corporate events

described under "Description of Notes--Conversion
Rights--Conversion upon Specified Corporate Events".

On or after December 1, 2018 (in the case of the 2019
notes) or December 1, 2020 (in the case of the 2021 notes)
until the close of business on the second scheduled trading

day immediately preceding the applicable maturity date,
holders may convert their notes, in multiples of $1,000
principal amount, at the option of the holder.

The conversion rate for the 2019 notes is initially 2.7788
shares per $1,000 principal amount of 2019 notes (equivalent
to an initial conversion price of approximately $359.87 per
share of common stock). The conversion rate for the 2021

notes is initially 2.7788 shares per $1,000 principal amount
of 2021 notes (equivalent to an initial conversion price of
approximately $359.87 per share of common stock). The
conversion rates will be subject to adjustment as described
in this prospectus supplement.

Upon conversion of a 2019 note, we will satisfy our
conversion obligation by paying or delivering, as applicable,
cash, shares of our common stock or a combination of cash
and shares of our common stock, at our election (as

described herein). If we elect to satisfy our conversion
obligation solely in cash or through payment and delivery, as
the case may be, of a combination of cash and shares of our
common stock, the amount of cash and shares of our

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common stock, if any, due upon conversion will be based on
a daily conversion value (as described herein) calculated on
a proportionate basis for each VWAP trading day (as

described herein) in a 20 consecutive VWAP trading day
observation period (as described herein). See "Description of
Notes--Conversion Rights--Settlement upon Conversion--
2019 Notes".

Upon conversion of a 2021 note, we will deliver cash and, if
applicable, shares of our common stock (subject to our right
to deliver cash in lieu of all or a portion of such shares of our
common stock) based on a daily conversion value (as

described herein) for each VWAP trading day (as described
herein) in a 20 consecutive VWAP trading day observation
period (as described herein). See "Description of Notes--
Conversion Rights--Settlement upon Conversion--2021
Notes".

In addition, following certain corporate events that occur prior
to the applicable maturity date, we will increase the
applicable conversion rate for a holder who elects to convert
its notes in connection with such a corporate event in certain

circumstances, as described under "Description of Notes
Conversion Rights--Adjustment to Conversion Rate upon
Conversion in Connection with a Make-Whole Fundamental
Change".

You will not receive any additional cash payment or
additional shares representing accrued and unpaid interest, if
any, upon conversion of a note, except in limited
circumstances described under "Description of Notes--

Conversion Rights--General". Instead, interest will be
deemed to be paid in full by the cash paid and, if applicable,
shares of our common stock issued to the converting holder
upon conversion.

No redemption
We may not redeem the notes prior to the maturity date, and
no "sinking fund" is provided for the notes, which means that
we are not required to retire the notes periodically.

Fundamental change
If we undergo a "fundamental change" (as defined in this
prospectus supplement under "Description of Notes--
Fundamental Change Permits Holders to Require Us to
Purchase

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Notes"), subject to certain conditions, holders may require us
to purchase for cash all or part of their notes in principal
amounts of $1,000 or an integral multiple thereof. The
fundamental change purchase price will be equal to 100% of

the principal amount of the notes to be purchased, plus
accrued and unpaid interest to, but not including, the
fundamental change purchase date. See "Description of
Notes--Fundamental Change Permits Holders to Require Us
to Purchase Notes".

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424B5
Ranking
The notes will be our senior unsecured obligations and will:

· rank senior in right of payment to any of our

indebtedness that is expressly subordinated in right of
payment to the notes;

· rank equally in right of payment with any of our

unsecured indebtedness that is not so subordinated,
including our 1.50% Convertible Senior Notes due 2018;

· be effectively junior in right of payment to any of our

secured indebtedness to the extent of the value of the
assets securing such indebtedness; and

· be structurally subordinated to all indebtedness and other

liabilities (including trade payables) of our subsidiaries.

As of December 31, 2013, on an as adjusted basis after
giving effect to this offering, we would have had
approximately $2,660.0 million in outstanding indebtedness

(which amount reflects the face amount of the notes as well
as the face value of our outstanding 1.50% Convertible
Senior Notes due 2018).

The indenture governing the notes does not limit the amount

of debt that we or our subsidiaries may incur.

Events of default
Except as described under "Description of the Notes--Events
of Default," if an event of default on any series of notes
occurs, the principal amount of such series of notes plus
accrued and unpaid interest may be declared immediately
due and payable, subject to certain conditions set forth in
the indenture. These amounts automatically become due and
payable in the case of certain types of bankruptcy or
insolvency events of default involving Tesla Motors, Inc.

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Table of Contents
Book-entry form
The notes will be issued in book-entry form and will be
represented by permanent global certificates deposited with,
or on behalf of, The Depository Trust Company ("DTC") and
registered in the name of a nominee of DTC. Beneficial
interests in any of the notes will be shown on, and transfers
will be effected only through, records maintained by DTC or
its nominee and any such interest may not be exchanged for
certificated securities, except in limited circumstances.

Absence of a public market for the notes
The notes are new securities and there is currently no
established market for the notes. Accordingly, we cannot
assure you as to the development or liquidity of any market
for the notes. The underwriters have advised us that they
currently intend to make a market in the notes. However,
they are not obligated to do so, and they may discontinue
any market making with respect to the notes without notice.
We do not intend to apply for a listing of the notes on any
securities exchange or any automated dealer quotation
system.

NASDAQ Global Select Market symbol for our common stock Our common stock is listed on the NASDAQ Global Select
Market under the symbol "TSLA".

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424B5
Trustee, paying agent and conversion agent
U.S. Bank National Association.

Convertible note hedge and warrant transactions
In connection with the pricing of the notes, we intend to enter
into privately negotiated convertible note hedge transactions
with one or more of the underwriters or their respective
affiliates or other financial institutions ("hedge
counterparties"). The convertible note hedge transactions will
cover, subject to customary anti-dilution adjustments, the
number of shares of our common stock that will initially
underlie the 2019 notes and the 2021 notes. We also intend
to enter into warrant transactions with the hedge
counterparties relating to the same number of shares of our
common stock, with a strike price of $512.6562, with respect
to the warrants relating to the 2019 notes and a strike price
of $560.6388, with respect to the warrants relating to the
2021 notes, in each case subject to customary anti-dilution
adjustments.

The convertible note hedge transactions are expected to

reduce potential dilution to our

S-7
Table of Contents
common stock and/or offset potential cash payments we are
required to make in excess of the principal amount upon any
conversion of notes. However, the warrant transactions could

separately have a dilutive effect to the extent that the market
price per share of our common stock exceeds the applicable
strike price of the warrants on the applicable expiration
dates.

If the underwriters exercise their option to purchase

additional notes, we may enter into additional convertible
note hedge and warrant transactions.

Use of proceeds
We estimate that the net proceeds from this offering will be
approximately $1,968.9 million (or approximately $2,264.4
million if the underwriters exercise their options to purchase
additional notes of both series in full), after deducting
underwriters' discounts and commissions and estimated
offering expenses payable by us.

We intend to use approximately $186.3 million of the net
proceeds from this offering to pay the cost of the convertible
note hedge transactions entered into in connection with this
offering (after such cost is partially offset by the proceeds to
us from the sale of the warrant transactions described in
"Description of Convertible Note Hedge and Warrant

Transactions"). We intend to use the remaining net proceeds
to accelerate the growth of our business in the U.S. and
internationally, for the development and production of the
"Gen III" mass market vehicle, the development of the Tesla
Gigafactory and other general corporate purposes. See "Use
of Proceeds".

If the underwriters exercise their options to purchase
additional notes, we may sell additional warrants and use a
portion of the net proceeds from the sale of the additional

notes, together with the proceeds from the additional
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Document Outline

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